SEC Form 4 · accession 0001104659-19-004058
EnLink Midstream Partners, LP · ENLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barry E Davis
Officer — Executive Chairman · Director
Period of report
Jan 25, 2019
Accepted (ET)
Jan 29, 2019 · 4:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001179060
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1,F2,F3 | Jan 25, 2019 | D | 639,944 | — | D | 0 | D | |
| Common UnitsF1,F2,F3,F4,F5 | Jan 25, 2019 | D | 50,042 | — | D | 0 | I | By MK Holdings, LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person ceased to beneficially own the common units representing limited partner interests ("Common Units") in EnLink Midstream Partners, LP (the "Issuer") reported herein at the Effective Time (as defined below) of the merger (the "Merger") of NOLA Merger Sub, LLC ("Merger Sub") with and into the Issuer, with the Issuer surviving the merger as a subsidiary of EnLink Midstream, LLC ("ENLC"). The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of October 21, 2018 (the "Merger Agreement"), by and among ENLC, EnLink Midstream Manager, LLC, Merger Sub, the Issuer, and EnLink Midstream GP, LLC. The Merger closed on January 25, 2019 and was effective as of 9:30 a.m. Central Time on that date (the "Effective Time").
- F2(Continued from Footnote 1) At the Effective Time, (i) each Common Unit held by the Reporting Person immediately prior to the Merger converted into the right to receive 1.15 (the "Exchange Ratio") common units representing limited liability company interests in ENLC ("ENLC Common Units"), and (ii) as further described in the Merger Agreement, each Restricted Incentive Unit under the Issuer's long-term incentive plan (an "ENLK RIU") held by the Reporting Person immediately prior to the Merger converted into an award with respect to ENLC Common Units with substantially the same terms as such ENLK RIU, but subject to adjustment to take into account the Exchange Ratio.
- F3Following the Effective Time of the Merger, the Reporting Person no longer owns, directly or indirectly, any Common Units.
- F4These Common Units were held by MK Holdings, LP, a family limited partnership, which the Reporting Person controls.
- F5The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The inclusion of these Common Units in this report shall not be deemed an admission of beneficial ownership of all of the reported Common Units for purposes of Section 16 or for any other purpose.